AGREEMENT OF LEAVE AND LICENSE

This AGREEMENT OF LEAVE AND LICENSE is made and entered into at

Mumbai on this ___day of February, 2016between:
(i)

MRS.

DIPALI

JIGNESH

MANIYAR,

(ii)

MRS.

NASEEMA

SHAMSUDDIN PARKAR, (iii) MRS. PRAVEENA DOSHI and

(iv) MRS. SHAMSUDDIN ABDULLA PARKAR, all being adult,
Indian Inhabitants of Mumbai, having their office atUdyog Nagar,
off S.V. Road, Goregaon (West), Mumbai 400 062, being
hereinafter called and referred to as the LICENSORS (which
expression shall unless it be repugnant to the context or
meaning

thereof

mean

and

include

his

heirs,

executors,

administrators and assignees)of the FIRST PART;

AND

M/S. PAPRO INDUSTRIS LLP, a limited liability partnership firm having

its registered office at Gala No. 18 situated at 1 st Floor, Garodia Industrial
Estate, 3A Udyog Nagar, off S.V. Road, Goregaon (West), Mumbai 400
062, being hereinafter called and referred to as the LICENSEE (which
expression shall unless it be repugnant to the context or meaning thereof
mean and include his heirs, executors, administrators and assignees) of
the SECOND PART;
The Licensors and the Licensee are hereinafter collectively referred to as
the Parties hereto.
Whereas:
I.The Licensors herein are the owners of and/or ar well and sufficiently
entitled to and in possession/occupation of fully furnished commercial
premises, being Gala Nos. 12, 13, 14 and 15 situated at 1 st Floor, 3A
Udyog Nagar, Garodia Industrial Estate, off S.V. Road, Goregaon
(West), Mumbai 400 062, admeasuring 3720 sq. Ft.(hereinafter
II.

called and referred to as the said Commercial Premises).

The Licensors and the directors/representatives of the Licensees are
known to each other since a long time and have shared and continue

III.

to share a cordial and proximate relationship with each other.

The Licensee was in urgent need of commercial premises for the use
and occupation thereof to conduct its business activities and had
accordingly,

approached

the

Licensors,

through

its

director/representatives,with an oral request to the latter to permit it

to use and occupy the said Commercial Premises, on leave and
IV.

license basis.
Pursuant to negotiations between the Licensors and the partners/
representatives of the Licensee, it was orally agreed that the
Licensee shall pay to the Licensors a sum of Rs. 4,00, 000/- (Rupees
Four Lacs Only), as and by way of INTEREST FREE REFUNDABLE
2

SECURITY DEPOSIT (hereinafter referred to as the said Security

Deposit,

and

gross

monthly

license

fees/

compensation

amounting Rs. 1,10,000/- (Rupees One Lac Ten Thousand only)

(inclusive of all taxes and subject to Tax Deduction at Source in
accordance with law) in respect of the leave and license arrangement
concerning the said Commercial Premises (hereinafter referred as to
the said Monthly License Fees/Compensation) and that the
tenure of the said arrangement shall be for a period of 33 (Thirty
V.

Three) months starting from 01/08/2015.

In view of the proximate relationship between the Licensees and the
Licensor and the urgent need of the said Commercial Premises, it was
further agreed that a leave and license agreement, in writing, shall
be entered into between the Licensees and the Licensor at a later

VI.

date, as per the convenience of the parties.

Accordingly, on 01/05/2015 itself, the entire amount of Rs. 4,00,
000/- (Rupees Four Lacs Only) had been paid by the Licensee to the
Licensors towards the requisite Security Deposit in respect of the said
leave and license arrangement concerning the said Commercial
Premises, the particulars whereof are recited hereinafter(the receipt
of which the Licensors and each of them doth hereby confirm and
acknowledge and of and from which and every part whereof, the
Licensees and each of them doth hereby release the Licensee now

VII.

and forever).
In pursuance of the aforesaid oral understanding between the
parties, prior to execution of these presents, the Licensors have
allowed the Licensees to occupy the said Commercial Premises
handed over the quiet and peaceful possession of the said fully
furnished Commercial Premises to the Licensee on 01/08/2015 and
the said position continues to exist till the date hereof. Insofar as the
said agreed Monthly License Fees/ Compensation amounting to Rs.
3

1,10,000/- (Rupees One Lac Ten Thousand only) (inclusive of all

taxes) is concerned, the same has been duly paid by the Licensees to
the Licensors with effect from 01/08/2015 till the date of execution of
these presents (the receipt of which the Licensors and each of them
doth hereby confirm and acknowledge and of and from which and
every part whereof, the Licensees and each of them doth hereby
VIII.

release the Licensee now and forever).

The Parties hereto have now agreed to reduce and record the terms
and

conditions

of

the

aforesaid

existing

leave

and

license

arrangement between them into writing, which terms and conditions

are more particularly appearing hereinafter.
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGRRED
BY AND BETWEEN THE PARTIES AS FOLLOWS:
1.

The Parties hereto hereby agree that the recital clause hereof shall
constitute legal and binding obligations between them, as if the
content thereof was reproduced in this Substantive Clause verbatim

2.

and in seriatim.
The Licensors hereby confirm having granted and in any event, doth
hereby grant in favor of Licensee and the Licensee hereby confirms
having accepted and in any event, doth hereby accept from the
Licensors, the license to use and occupy the said Commercial
Premises, being Gala Nos. 12, 13, 14 and 15 situate at 1 st Floor, 3A
Udyog Nagar, Garodia Industrial Estate, off S.V. Road, Goregaon
(West), Mumbai 400 062, admeasuring 3720 sq. ft. built up, for
purpose of conducting the business activities of the Licensee for a
period of 33 (Thirty Three) Months i.e. commencing from 1 stday of
August, 2015 and expiring on 30thday April, 2018 (both days
inclusive) (hereinafter referred to as the said License Period).

3. The period from ______________till ______________shall be the Lock in

period (hereinafter referred to as the said Lock In period).
During the said Lock In period, none of the parties can terminate or
cancel this License Arrangement or serve the notice of vacation to
the other party, except in case of material breach or noncompliance of the covenants and terms and conditions by either
party to these presents, including but not limited to non-payment of
the monthly license fee/compensation and other amounts by the
Licensee to the Licensors, as specified hereunder or the title of the
Licensors to the said Commercial Premises being found to be
defective. In the event of aforesaid breach, non-defaulting party
shall issue a notice of breach to the defaulting party calling upon
the latter to remedy the breach within a period of30 (Thirty) days
from the date of receipt or breach. In the event, the defaulting Party
fails to remedy the breach within the said notice period of 30 days,
the non-defaulting party shall be entitled to terminate this Leave
and Agreement forthwith,without prejudice to the other remedies
available to such party under the law.
4.

As mentioned in the recital clause hereof, pursuant to negotiations

between the Licensors and the partners/ representatives of the
Licensee, the Licensee has already paid to the Licensors a sum of
Rs. 4,00, 000/- (Rupees Four Lacs Only), as and by way of INTEREST
FREE REFUNDABLE SECURITY DEPOSIT (hereinafter referred to
asbeing the said Security Deposit)towards due observance and
as a security for the proper performance of terms and conditions of
these presents (the receipt of which the Licensors and each of them
doth hereby confirm and acknowledge and of and from which and

every part whereof, the Licensees and each of them doth hereby
release the Licensee now and forever), in the following manner:
(a) Cheque No. ________ dated ________ amounting to a sum of Rs.
2,00,000/- (Rupees Two Lacs Only) drawn on _________ Bank,
_______ branch in favor of Mrs. Dipali Jignesh Maniyar and Mrs.
Praveena Doshi

(being the first and third Licensors herein

respectively);
(b) Cheque No. ________ dated ________ amounting to a sum of Rs.
2,00,000/- (Rupees Two Lacs Only) drawn on _________ Bank,
_______ branch in favor of Mrs. Naseema Shamsuddin Parkar and
Mrs. Shamsuddin Abdulla Parkar (being the second and forth
Licensors herein respectively).
It is agreed upon by and between the Parties hereto that the said
Security Deposit amount shall be liable to refunded by the
Licensors to the Licensee immediately upon the expiration of the
said License period or the sooner determination of these presents,
in accordance with the stipulations recited hereinafter, whichever
event occurs prior in point of time, after deducting therefrom any
arrears of monthly license fee/compensation agreed hereunder,
arrears of electricity charges, telephone charges and/or other
statutory outgoing(s) due and payable by the Licensees to the
concerned authorities in respect of the said Commercial Premises
as per law for any period falling under the duration/ subsistence of
these presents.
Provided that in the event, the Licensors fail to comply with the
requisitions contained in the preceding clause/paragraph, they shall
be liable to pay to the Licensee, as and by way of penalty, an
interest @ 24% p.a. on the amount of the saidSecurity Deposit due
and payable,for the entire period during which the default
6

continues, without prejudice to the other rights and remedies of the

Licensee under law.
5.

The Licensee shall pay to the Licensors a gross sum of Rs.1,10,000/(Rupees One Lac Ten Thousand only) (inclusive of all taxes) per
month subject to tax Deduction at Source as per Income Tax Act,
1960 and amendments thereto from time to time, as and by way of
monthly license fee/ compensation (hereinafter referred to as being
the said Monthly License Fee/Compensation), for the use and
occupation of the said Commercial Premises for conducting its
business activities, on leave and license basis, for the License Period
of 33 (Thirty Three) Months i.e. commencing from 1 st day of August,
2015 and expiring on 1st day April, 2018 (both days inclusive). It is
hereby clarified that the compensation shall be paid by the Licensee
to the Licensors on a monthly basis in the following proportion:
a) A cheque Rs. _________ issued by licensee in favour of
____________________
b) A cheque Rs. _________ issued by licensee in favour of
____________________
c) A cheque Rs. _________ issued by licensee in favour of
____________________

It is further clarified that since the annual License Fees/Compensation

being paid to the aforesaid Licensors exceeds Rs. 10,00,000/(Rupees Ten Lakhs Only), the Licensee shall be liable to pay Service
Tax thereon, the Licensee shall not be liable to bear the same the
aforesaid Licensee Fee is the net amount including all such taxes,
levies, etc.

Provided that as mentioned hereinabove, in pursuance of the

aforesaid oral understanding between the Parties hereto, the said
Monthly License Fees/ Compensation amounting to Rs. 1,10,000/(Rupees One Lac Ten Thousand only) (inclusive of all taxes) has
been duly paid by the Licensees to the Licensors with effect from
01/08/2015 till the date of execution of these presents (the receipt
of which the Licensors and each of them doth hereby confirm and
acknowledge and of and from which and every part whereof, the
Licensees and each of them doth hereby release the Licensee now
6.

and forever).
In addition to the said Monthly License Fee/ Compensation hereby
reserved, the Licensee shall also punctually pay the electricity bills
levied by the competent authority in respect of the electricity
consumed by it whilst using and occupying the said Commercial
Premises and/or the water charges levied by the competent
authority in respect of the water consumed by it whilst using and
occupying the said Commercial Premises, without deducting and/or
claiming the deduction of any such amount or part thereof from the
said Monthly License Fee/Compensation or making any grievances
concerning the quantum of the electric bill or water bill etc., as the

7.

case maybe.
The Licensee

hereby

agrees

that

it

is

occupying

the

said

Commercial Premises for the purpose of conducting its business

activities for a temporary period of 33 (Thirty Three) Months, on
leave and license basis only and that nothing contained herein or
otherwise, creates and/or shall be deemed to create, in favour of
the Licensee, any right, title and interest in, to, upon and/or in any
manner relating to the said Commercial Premises or any part

thereof, whether by way of tenancy or sub-tenancy or otherwise

8.

howsoever.
The Licensee confirms and undertakes that it is not entitled to claim
and will not claim protection under the Maharashtra Rent Control
Act, 1999 or any statutory modification or re-enactment thereof or
any law giving any protection to a tenant and that the parties herein

9.

shall be governed by terms and conditions as set out herein.

The Licensee undertakes to ensure trouble free use and occupation
of the said Commercial Premises and that it shall not, in any manner
whatsoever, interfere with and/or cause any disturbance to the
peaceful use and occupation of the neighbouring premises by the
concerned

10.

persons

and/or

cause

any

nuisance

in

the

neighbourhood.
The Licensee shall not create any charge or encumbrance or lien on
and/or in respect of and/or deal with and/or dispose of the said
Commercial

premises

or

any

part

thereof,

in

any

manner

whatsoever or raise any claim, hypothecation or charge(s) thereon

or raise any financial assistance either from any bank or financial
institution or private financier at any time, by mortgaging the same
11.

or any part thereof or through any other means whatsoever.

The Licensee shall not do anything in the said Commercial Premises
which is not permissible or is prohibited under the law or is
contravention of the bye-law, rules and regulations of any orders of
the Central, State or Local authorities. The Licensee shall not allow
people of immoral reputation or immoral business in the said

12.

Commercial Premises.
The Licensee as per the provisions under Section 24 of the
Maharashtra Rent Control Act, 1999 hereby agrees and
undertakes to handover the peaceful, quiet, vacant and
physical possession and occupation of the said Commercial
Premises to the Licensors, after the expiry of the License
9

Period and/or the termination of these presents, whichever

13.

event occurs prior in time, forthwith, without any delay.

The Licensee hereby agrees and undertakes to keep the said
Commercial Premises along with the furniture, fixtures and fittings
lying therein and belonging to the Licensors, in clean and good
order and tenantable condition, during the License Period, without
causing any damage thereto and without, in any way, impairing the
utility of the said Commercial Premises except normal wear and

14.

tear.
The Licensee

shall

be

entitled

to

make

alterations/repairs/

modifications in the said Commercial Premises, without the written

consent of the Licensors, as shall be necessary for the smooth and
effective conduct of its business operations. However, it is hereby
agreed by the Licensee that the alterations/repairs/ modifications, if
any, so made shall not be such as to prejudice the structural
15.

stability of the said Commercial Premises.

The said Commercial Premises shall be used by the Licensee for the
purpose of conducting its business activities only. The Licensee
hereby indemnifies the Licensors from and/or in respect of any loss
caused to and/or suffered by them on account of any failure on part
of the Licensees to pay and/or discharge, in full or in part, any of its

16.

liabilities stipulated hereunder.

The Licensors hereby agree and confirm that they are the owners of
and/or are well and sufficiently entitled to the said Commercial
Premises and are furthermore, entitled to enter into these presents

17.

with the Licensee.

The Licensors hereby agree and confirm that as mentioned
hereinabove, they have handed over possession of the said
Commercial Premises, which is fully furnished, to the Licensee on
01/08/2015 itself and that ever since then and even as on date of
execution of these presents, the Licensee is in peaceful and
10

absolute possession of the said Commercial Premises and has been

carrying on and continues to carry on its business activities
therefrom. Hereto annexed as Annexure A is a copy of the
Possession Receipt executed by the Parties hereto, which confirms
18.

this fact.
The Licensors hereby agree and confirm that although, they are the
only owners of the said Commercial Premises along with the
furniture and fixtures lying therein, and neither they nor any of
them, have/has or shall have anything to do with the business
carried out by the Licensee therefrom and shall not be entitled to
make any claim in relation thereto. The Licensors further hereby
agree and confirm that these presents do not, in any manner
whatsoever, touch upon the business carried out and/or to be
carried out by the Licensee from the said Commercial Premises and

19.

that such business shall exclusively belong to the Licensee.

The said Commercial Premises is given by the Licensor to the
Licensee for shall be in use and occupation of the Licensee for the
purpose of conducting its business activities only and the Licensors
shall be entitled reserve their right to enter into the said
Commercial Premises in order to and verify the lawful use and
occupation of the said Commercial Premises, or otherwise after
giving a two fourteen days clear notice, in writing, to the Licensee of

20.

their intention so to do.

The Licensors shall not be liable for all or any unpaid dues
pertaining to cell phone or credit card bills. Any such unpaid bill
issued in the name of the Licensees on the address of the said
Commercial Premises will be at the risk, cost and consequences of
the Licensee and the issuing party/ parties only. The Licensors shall
not be responsible for any liability on part of the Licensee.

11

21.

The Parties hereto agree that the license hereby granted in

favor of the Licensee is a revocable and non-transferable one and

that these presents can be terminated by either party by giving a
90 days prior written notice in this regard to the other party after
the lock in period.
22.
The Parties hereto agree that this Leave and License
Agreement shall be renewable at the option of the Licensee and
that if such option is exercised by the Licensee, all the terms and
conditions governing such renewed leave and license arrangement,
shall be same as set out herein save and except that the Licensees
shall be liable to pay to the Licensors a 15% increase in the said
Monthly License Fee/Compensation and the said Security Deposit.
23.
The Parties hereto agree that any notice required to be given
hereunder shall be deemed to have been given if sent by registered
post acknowledgement due at the addresses mentioned below and
shall be deemed to have been received by the other party on expiry
of seven (7) days from the date on which it was sent (unless change
of the address has been duly notified in writing to the Licensors or
the Licensee, as the case may be):
a) Licensors:
_________________________________________________________.

(b) Licensee:

At the said Licensed Premises

24.

If at any time during the subsistence of this license, due to

any act of commission or omission or negligence on the part of the

Licensors or due to any false representation or warranties made by
12

the Licensors herein in respect of the title of the said Commercial

Premises, the Licensee is prevented or restricted from occupying
the said Commercial Premises, then in any such case, the Licensee
shall be entitled and be at liberty to forthwith terminate this license
by addressing a notice (in writing) to the Licensor and the Licensee
shall not be liable to pay any license fees or compensation for the
period after such vacation and the Licensors shall refund the
Security Deposit in terms of this Leave and License Agreement.
Furthermore, the Licensors and each of them hereby agree to
indemnify, at all times, the Licensee against any loss or damage
caused to and/or sustained by the Licensee or any person claiming
through it, by reason of the aforesaid act of commission or omission
or negligence on the part of the Licensors or any of them or any
false representation or warranties on part of them or either of them.
25.
The Parties hereto agree that notwithstanding anything to the
contrary herein contained, if at any time during the term of this
Leave and License Agreement, the said Commercial Premises are
damaged or destroyed by fire, storm, flood, tempest, earthquake or
other Act of God, accident, enemies, war, riots, civil commotion,
communal disturbances or any other irresistible forces or terrorist
attacks so as to become unfit for use or occupation by the Licensee
for a continuous period of one month, in accordance with the terms
and for the purpose of this Agreement, but not for any reason
attributable to the Licensee, then and in that event, the Licensee
shall have the option to terminate these presents by giving to the
Licensor one month's notice in writing. In the event, the Licensee
exercises

the

option

to

terminate

this

Leave

and

License

Agreement, as aforesaid, the Licensors shall return the Security

Deposit amount in terms hereof forthwith.
13

26.

In the event of the death of any of the Licensors during the

continuance of this Leave and License Agreement, the Licensee

shall pay all amounts due and payable hereunder to the heir(s) of
the respective Licensor/s who is nominated by the Licensor/s to
receive his/her share after his/her death and if no such nomination
has been made, then to the legal heir/s of the Licensor/s without
insisting for any legal representation from any Competent Court and
merely on declaration of legal heirs and such payment by the
Licensee shall constitute and be full and effective legal discharge to
the Licensee in respect of all amounts so paid.

The legal heirs,

executors, administrators of the Licensors shall be bound by the

terms of this Agreement.
27.
The Parties hereto agree that all payments referred to in the
preceding clause shall be restricted and limited to only those
payments which are due and payable as on the death of the
Licensor/s and thereafter. All payments which have been duly made
by the Licensee before the occurrence of such death shall constitute
and be full and effective legal discharge to the Licensee in respect
28.

of amounts so paid.
The Original Agreement shall remain in the safe custody of the
Licensor. The Licensees shall be entitled to retain only the
photocopy of this Agreement.
Provided that at no point in time, shall the Licensors be entitled to
raise any dispute in relation to genuineness or otherwise of the
photocopy of the present Agreement to be supplied by them to the

29.
30.

Licensee.
This agreement is valid in all courts of law all over India.
The Licensee hereby admits and acknowledges that it is the express
intention of the Parties hereto that the relationship of landlord and
tenant shall not be deemed to be created hereby or otherwise
between

them

under

any

circumstances

whatsoever.

This
14

agreement merely confirms bare permission of Licensors and does

not create any interest into or upon the said Commercial Premises
or any part thereof in favor of the Licensees.
IN WITNESS WHEREOF the Parties hereto have hereunto set and
subscribed their respective hands at Mumbai this day and year first
hereinabove written:
SIGNED, SEALED AND DELIVERED by the

Within named LICENSORS

(i)

MRS. DIPALI JIGNESH MANIYAR,

(ii)

MRS. NASEEMA SHAMSUDDIN PARKAR,

(iii)

MRS. PRAVEENA DOSHI,

(iv)

MRS. SHAMSUDDIN ABDULLA PARKAR

WITNESSES:
1.
2.
SIGNED, SEALED AND DELIVERED by the
Within named LICENSEE
M/S. PAPRO INDUSTRIES LLP
Through its director
MR. __________________________
In the presence of
1. ____________________________________
2. ____________________________________

)
)

)
)
)
)
)
)
)
)
)
)
)
)
)

15

RECEIPT

RECEIVED from the above named Licensees M/S. PAPRO INDUSTRIES

LLP, a sum of Rs. 4,00,000/- (Rupees Four Lacs Only), being the INTEREST
FREE REFUNDABLE SECURITY DEPOSIT in respect of Gala Nos. 12, 13, 14
and 15 situate at 1st Floor, 3A Udyog Nagar, Garodia Industrial Estate, off
S.V. Road, Goregaon (West), Mumbai 400 062, admeasuring 3720 sq. Ft.
built up area (hereinafter referred to as the said Commercial
Premises),for the proper observance of the terms and conditions of this
Leave and License Agreement, which sum of money shall be refundable
against the vacant and peaceful possession of the said Commercial
Premises being handed over by the Licensees to the below named
Licensors, subject to deductions, if any, on the expiry or sooner
determination of the same.
WE SAY RECEIVED Rs. 4,00,000/- (Rupees Four Lacs Only)
Licensors:
(i)

MRS. DIPALI JIGNESH MANIYAR,

(ii)

MRS. NASEEMA SHAMSUDDIN PARKAR,

(iii)

MRS. PRAVEENA DOSHI,

(iv)

MRS. SHAMSUDDIN ABDULLA PARKAR

WITNESSES:
1.
2.

)
)
)
)
)
)
)

16

___________________________________________________
AGREEMENT OF LEAVE AND LICENSE
___________________________________________________
BETWEEN
(i)
(ii)
(iii)
(iv)

Mrs. Dipali Maniyar,

Mrs. Naseema Shamsuddin Parkar,
Mrs. Praveena Doshi,
Mrs. Shasuddin Abdulla Parkar

LICENSORS

AND

M/S. Papro Industries LLP

LINCENSEES

Dated this __ day of February, 2016

17

Advocates for Licensees:

Zaid S. Ansari & Associates,
Advocates, High Court
Ground Floor, A1 Tower, Hill Park
Complex, Capt. Samant Marg,
Jogeshwari (W), Mumbai 400
102

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